Every hot review | Tongji Technology trapped "internal fighting" adopts accumulated voting system or has a wonderful effect

Tongji Technology (SH600846, the stock price of 7.69 yuan, and a market value of 4.804 billion yuan) will be held on June 30th. One of the agenda is the board of directors. Voting) Method Election Director. The author believes that the difference in the voting system of the difference may be achieved.

At present, the largest shareholder of Tongji Technology is Shanghai Tongyang Industrial, holding a shareholding of 23.38%, and the second largest shareholder is Ding Dingye and the shareholding ratio of 13.6%. At the shareholders 'meeting, the major shareholders' second shareholders proposed each other, and the concept of governance conflicted.

According to Tongji Science and Technology Announcement on June 10, the ninth board of directors expired. According to the "Articles of Association", the company's 10th board of directors intends to consist of 7 directors, including 3 independent directors and 4 non -independent directors. The company's board of directors nominated four non -independent directors candidates, nominated for three independent directors candidates, and submitted the company's 2021 annual shareholders' meeting for consideration. In some people's opinion, the board of directors nominated by the board may have the meaning of the controlling shareholder.

On June 15th, Ding Ding Industry filed a temporary proposal, including three nominations for non -independent directors candidates and 1 person for independent directors. , Support four directors who nominated their nominations.

On June 16th, the 9th board of directors reviewed and decided that the shareholders' meeting to adopt a differential election method of the 10th board of directors, but the election did not jointly adopt the accumulated voting system. One of the biggest advantages of the difference election is that candidates can form a mutually competitive situation, providing room for shareholders to exercise the right to electoral rights, which is conducive to improving the degree of democratization of the election.

However, as far as the current marketing company's shareholders' meeting election is concerned, only the use of differential elections and the accumulated voting system is not united, and its effects may be greatly reduced. For example, the case of Tongji Technology, if the result of the recruitment rights of Ding Ding Industrial is not ideal, and the proportion of other shareholders participating in the shareholders' meeting is very low. The election results.

If a non -independent director candidate receives more than one -half of the shareholders who attended the shareholders meeting of the shareholders' meeting (including one -half of the voting shares (including one -half), the votes are agreed, and the number of votes is sorted. Four) Candidates for directors were elected; independent directors candidates used similar methods to be elected. In extreme cases, if only the first two major shareholders attended the meeting, the total shares of the two held 36.98%, and a premise of candidate non -independent directors or independent directors was to obtain half of the total voting rights of the conference, that is, 18.49%of the voting rights support. In the differential election, each shareholder can vote for each candidate to vote for each candidate (or against the votes against or abandoned the votes), and the Ding Dingye Industrial Against the Candidate Director who nominated for himself. It is difficult to reach 18.49%of voting support. In such circumstances, Tingding Industrial may be difficult to recommend any directors of themselves.

Although this is just a special situation, the probability of this situation is not low, which can easily lead to a unique disadvantage.

To avoid a uniqueness, first of all, small and medium shareholders must actively participate in the shareholders' meeting to exercise their own power control power and other companies. Small and medium shareholders do not have to say that they have to work with the largest shareholders. If the largest shareholders are clear and reasonable to control the company's control and the development strategy, they can also support the largest shareholders. On the other hand, if small and medium shareholders agree with the development strategy of the second largest shareholder, they can also actively participate in the collection of voting rights of the second largest shareholder and entrust the voting right to the second largest shareholder to exercise. The active participation of small and medium shareholders participating in the shareholders' meeting is the most effective way and method to restrict major shareholders.

Secondly, forced the accumulated voting system. The so -called cumulative voting system, each ordinary share has the same voting rights as the number of directors or supervisors, and the voting rights owned by shareholders can be concentrated. The advantage of this system is that for the shareholders who are in a weak shareholding, they can concentrate their voting power, concentrate on one or more directors candidates to ensure that their nominated directors are selected. At present, the "Guidelines for the Governance of Listed Companies" stipulates that listed companies with a single shareholder shall hold 30%or more shares shall adopt a cumulative voting system. However, in fact, listed companies with other equity proportional structures may also form a unique problem. Therefore, the author recommends that all listed companies are forced to implement accumulated voting system.

In short, a better situation in the governance of listed companies is that the "harmony" atmosphere formed between major shareholders or between directors and supervisors, and "harmony" is harmonious and friendly. All market entities can pursue their own interests, but to pursue interests or rights protection in adhere to the framework of legal rules, relevant management departments must continuously improve legal rules and guide market entities to adhere to the red line of legal rules. "The situation is expected to form.

Daily Economic News

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